SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

(Mark One)

(X)         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the thirteen weeks ended March 29, 2003

( )         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                          Commission File Number 1-5084

                              TASTY BAKING COMPANY

               (Exact name of company as specified in its charter)

         Pennsylvania                                 23-1145880
--------------------------------------------------------------------------------
   (State of Incorporation)              (IRS Employer Identification Number)


           2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (215) 221-8500
--------------------------------------------------------------------------------
                (Company's Telephone Number, including area code)

Indicate by check mark whether the company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
            Yes X                                  No
               ----                                  ----

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
            Yes X                                  No
               ----                                 ----

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:
Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
            Yes                                    No
               ----                                 ----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

            Common Stock, par value $.50           8,097,112
--------------------------------------------------------------------------------
                  (Title of Class)               (No. of Shares Outstanding
                                                          as of May 2, 2003)


                                     1 of 15
<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES


                                      INDEX


                                                                          Page
                                                                          ----

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Balance Sheets
          March 29, 2003 and December 28, 2002...............................3

          Consolidated Statements of Operations
          Thirteen weeks ended March 29, 2003 and March 30, 2002.............4

          Consolidated Statements of Cash Flows
          Thirteen weeks ended March 29, 2003 and March 30, 2002.............5

          Notes to Consolidated Financial Statements.......................6-7

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations..............................8-9

Item 3.   Quantitative and Qualitative Disclosure
          About Market Risk ................................................10

Item 4.   Disclosure of Controls and Procedures.............................10


PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K..................................11

Signature ..................................................................12

Certification 302 .......................................................13-15


                                     2 of 15
<PAGE>

 PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements

<TABLE>
<CAPTION>


                      TASTY BAKING COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

------------------------------------------------------------------------------------------
                                                     March 29, 2003     December 28, 2002
------------------------------------------------------------------------------------------
Current assets:
<S>                                                    <C>                 <C>
      Cash                                             $     56,000        $    282,000
      Receivables, less allowance of $3,460,000
        and $3,606,000, respectively                     23,599,000          20,881,000
      Inventories                                         6,282,000           6,777,000
      Deferred income taxes                               5,214,000           5,214,000
      Prepayments and other                               2,425,000           2,941,000
                                                   ---------------------------------------
            Total current assets                         37,576,000          36,095,000
                                                   ---------------------------------------
Property, plant and equipment:
      Land                                                1,098,000           1,098,000
      Buildings and improvements                         37,889,000          37,832,000
      Machinery and equipment                           149,363,000         148,990,000
                                                   ---------------------------------------
                                                        188,350,000         187,920,000
      Less accumulated depreciation                     131,106,000         129,529,000
                                                   ---------------------------------------
                                                         57,244,000          58,391,000
                                                   ---------------------------------------
Long-term receivables from owner/operators                9,971,000          10,095,000
Deferred income taxes                                     8,230,000           8,230,000
Spare parts inventory                                     3,769,000           3,699,000
Other                                                        50,000              50,000
                                                   ---------------------------------------
                                                         22,020,000          22,074,000
                                                   ---------------------------------------
Total assets                                           $116,840,000        $116,560,000
                                                   =======================================
Current liabilities:
      Current obligations under capital leases         $    173,000        $    176,000
      Notes payable, banks                                3,200,000           4,500,000
      Accounts payable                                    8,965,000           6,074,000
      Accrued payroll and employee benefits               5,118,000           5,159,000
      Reserve for restructures                            1,190,000           2,417,000
      Other                                                 674,000             981,000
                                                   ---------------------------------------
         Total current liabilities                       19,320,000          19,307,000
Long-term debt                                            9,000,000           9,000,000
Long-term obligations under capital leases,
      less current portion                                3,431,000           3,486,000
Reserve for restructures-less current portion             3,568,000           3,568,000
Accrued pensions and other liabilities                   15,993,000          15,923,000
Postretirement benefits other than pensions              17,872,000          17,751,000
                                                   ---------------------------------------
Total liabilities                                        69,184,000          69,035,000
                                                   ---------------------------------------
Shareholders' equity:
      Common stock                                        4,558,000           4,558,000
      Capital in excess of par value of stock            29,400,000          29,433,000
      Retained earnings                                  26,700,000          26,622,000
                                                   ---------------------------------------
                                                         60,658,000          60,613,000
      Less:
      Treasury stock, at cost                            12,540,000          12,539,000
      Management Stock Purchase Plan
            receivables and deferrals                       462,000             549,000
                                                   ---------------------------------------
                                                         47,656,000          47,525,000
                                                   ---------------------------------------
Total liabilities and shareholders' equity             $116,840,000        $116,560,000
                                                   =======================================

          See accompanying notes to consolidated financial statements.

                                3 of 15
</TABLE>

<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------
                                                    For the Thirteen Weeks Ended
                                                March 29, 2003      March 30, 2002 (a)
----------------------------------------------------------------------------------------
<S>                                               <C>                  <C>
Gross Sales                                       $ 64,372,000         $ 64,039,000
Less discounts and allowances                      (23,388,000)         (23,380,000)
                                            --------------------------------------------
Net Sales                                           40,984,000           40,659,000
                                            --------------------------------------------
Costs and expenses:
       Cost of sales                                27,984,000           26,029,000
       Depreciation                                  1,739,000            1,735,000
       Selling, general and administrative          10,713,000           10,829,000
       Restructure charge reversal                    (220,000)                --
       Interest expense                                201,000              368,000
       Provision for doubtful accounts                  77,000               80,000
       Other income, net                              (252,000)            (280,000)
                                            --------------------------------------------
                                                    40,242,000           38,761,000
                                            --------------------------------------------
Income before provision for
       income taxes                                    742,000            1,898,000

Provision for income taxes                             260,000              693,000
                                            --------------------------------------------

Net income                                        $    482,000         $  1,205,000
                                            ============================================
Average common shares outstanding:
            Basic                                    8,099,000            8,050,000
            Diluted                                  8,099,000            8,188,000

Per share of common stock:

       Net income:
            Basic and Diluted                     $       0.06         $       0.15
                                                  ============         ============
       Cash dividend                              $       0.05         $       0.12
                                                  ============         ============


(a)   An amount of $74,000 has been reclassified to reflect a correction of
      certain expenses recorded in cost of sales and selling, general and
      administrative expense.

          See accompanying notes to consolidated financial statements.

                                     4 of 15
</TABLE>
<PAGE>



                      TASTY BAKING COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>


--------------------------------------------------------------------------------------------------------------
                                                                        For the Thirteen Weeks Ended
                                                                       March 29, 2003     March 30, 2002
--------------------------------------------------------------------------------------------------------------
Cash flows from (used for) operating activities
<S>                                                                      <C>                 <C>
      Net income                                                         $   482,000         $ 1,205,000
      Adjustments to reconcile net income to net
       cash provided by operating activities:
          Depreciation                                                     1,739,000           1,735,000
          Restructure charge reversal                                       (220,000)               --
          Provision for doubtful accounts                                     77,000              80,000
          Pension expense                                                    370,000             278,000
          Other                                                             (193,000)           (162,000)
      Changes in assets and liabilities:
          Increase in receivables                                         (2,795,000)         (1,203,000)
          Decrease in inventories                                            495,000             964,000
          Decrease (increase) in prepayments and other                       517,000            (605,000)
          Increase (decrease) in accrued payroll, accrued income
            taxes, accounts payable and other current liabilities          1,536,000          (1,349,000)
                                                                  --------------------------------------------

      Net cash from operating activities                                   2,008,000             943,000
                                                                  --------------------------------------------

Cash flows from (used for) investing activities
      Purchase of property, plant and equipment                             (593,000)         (1,422,000)
      Proceeds from owner/operators' loan repayments                         858,000             861,000
      Loans to owner/operators                                              (733,000)           (857,000)
      Other                                                                   (3,000)             63,000
                                                                  --------------------------------------------

      Net cash used for investing activities                                (471,000)         (1,355,000)
                                                                  --------------------------------------------

Cash flows from (used for) financing activities
      Dividends paid                                                        (405,000)           (966,000)
      Payment of long-term debt                                              (58,000)            (59,000)
      Net increase(decrease) in short-term debt                           (1,300,000)          1,200,000
                                                                  --------------------------------------------

      Net cash from(used for) financing activities                        (1,763,000)            175,000
                                                                  --------------------------------------------

      Net decrease in cash                                                  (226,000)           (237,000)

      Cash, beginning of year                                                282,000             367,000
                                                                  --------------------------------------------

      Cash, end of period                                                $    56,000         $   130,000
                                                                  ============================================


      Supplemental Cash Flow Information:
      Cash paid during the period for:
          Interest                                                       $   157,000         $   215,000
                                                                  ============================================
          Income taxes                                                   $    41,000         $   150,000
                                                                  ============================================
</TABLE>


          See accompanying notes to consolidated financial statements.

                                     5 of 15

<PAGE>



                      TASTY BAKING COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Significant Accounting Policies
         --------------------------------

       Interim Financial Information
       In the opinion of management,  the  accompanying  unaudited  consolidated
       financial statements contain all adjustments  necessary to present fairly
       the  financial  position of the company as of March 29, 2003 and December
       28, 2002,  the results of its  operations  for the  thirteen  weeks ended
       March 29, 2003 and March 30, 2002 and cash flows for the  thirteen  weeks
       ended March 29, 2003 and March 30,  2002.  These  unaudited  consolidated
       financial  statements should be read in conjunction with the consolidated
       financial  statements and footnotes  thereto in the company's 2002 Annual
       Report to  Shareholders.  In addition,  the results of operations for the
       thirteen weeks ended March 29, 2003 are not necessarily indicative of the
       results to be expected for the full year.

       Net Income Per Common Share
       Net income per common share is  presented  as basic and diluted  earnings
       per share.  Net income per common  share - Basic is based on the weighted
       average number of common shares  outstanding  during the year. Net income
       per common  share - Diluted is based on the  weighted  average  number of
       common shares and dilutive potential common shares outstanding during the
       year. Dilution is the result of outstanding stock options.


       Stock-Based Compensation
       The company  measures  stock-based  compensation  in accordance  with APB
       Opinion  No.  25,  "Accounting  for Stock  Issued to  Employees"  and has
       calculated the pro-forma  impact of the  fair-value  method in accordance
       with Statement of Financial  Accounting Standard No. 123, "Accounting for
       Stock-Based Compensation." The calculated difference between the reported
       and pro-forma net income amounts is not material for the first quarter of
       2003 and the first quarter of 2002.

       Pension Plan
       The  company's  funding  policy  for its  pension  plan is to  contribute
       amounts  deductible for federal income tax purposes plus such  additional
       amounts,  if any, as the  company's  actuarial  consultants  advise to be
       appropriate.  The company  accrues  normal  periodic  pension  expense or
       income during the year based upon certain  assumptions and estimates from
       its  actuarial  consultants  in  accordance  with  Statement of Financial
       Accounting  Standard  No. 87. These  estimates  and  assumptions  include
       discount  rate,  rate of return on plan assets,  compensation  increases,
       mortality and employee turnover. In addition,  the rate of return on plan
       assets is directly  related to changes in the equity and credit  markets,
       which  can  be  very  volatile.  The  use  of  the  above  estimates  and
       assumptions,  market volatility and the company's election to immediately
       recognize  all gains and losses in excess of its pension  corridor in the
       current year may cause the company to experience  significant  changes in
       its pension expense or income from year to year.  Expenses or income that
       fall outside the corridor are recognized only in the fourth quarter.

                                    6 of 15
<PAGE>


2.     Restructure Charges
      --------------------

       In the first quarter of 2003,  the company  recognized a net  restructure
       charge  reversal of  $220,000.  This  reversal  resulted  from  favorable
       settlements of certain thrift store lease  contracts.  These  settlements
       relate to the restructure charges taken during 2002 and 2001.

       During the second  quarter of 2002,  the company closed six thrift stores
       and eliminated certain manufacturing and administrative positions.  There
       were 67 employees terminated as a result of this restructure, of which 42
       were  temporary  employees,  13 were thrift store  employees  and 12 were
       corporate  and  administrative  employees.  Costs related to these events
       were included in a restructure charge of $1,405,000.

       During the fourth  quarter of 2002,  the  company  incurred a  $4,936,000
       restructure  charge related to the closing of the remaining twelve thrift
       stores and the  specific  arrangements  made with senior  executives  who
       departed  the  company  in the  fourth  quarter  of 2002.  There  were 29
       employees  terminated as a result of this  restructure,  of which 25 were
       thrift store employees and 4 were corporate executives.

       During the  fourth  quarter of 2001,  the  company  closed its Dutch Mill
       plant in Wyckoff, New Jersey. In addition,  the company closed two thrift
       stores.  Costs  related to these  events were  included in a  restructure
       charge of $1,728,000.

       RESTRUCTURE RESERVE ACTIVITY
<TABLE>
<CAPTION>


                                          Balance                              Reclass           Reversal              Balance
                                         12/28/02         Payments             of PP&E          of Reserve             3/29/03
                                     -------------------------------------------------------------------------------------------
<S>                                    <C>          <C>                  <C>                <C>                     <C>
       Lease obligations               $2,078,000   $      165,000       $           -      $      220,000          $1,693,000
       Severance                        3,403,000          475,000                   -                   -           2,928,000
       Fixed Asset                        326,000                -             326,000                   -                   -
       Other                              178,000           41,000                   -                   -             137,000
       Total                           $5,985,000   $      681,000       $     326,000      $      220,000          $4,758,000

       The  balance of the  severance  charges is expected to be paid as of 2004
       and the balance of the lease obligations and other charges is expected to
       be paid as of 2006.
</TABLE>

3.     Inventories
       -----------
       Inventories are classified as follows:
<TABLE>
<CAPTION>


                                                     March 29, 2003                     December 28,2002
                                            -------------------------------------------------------------
<S>                                         <C>                                <C>
       Finished Goods                       $          2,554,000               $               2,731,000
       Work in progress                                  866,000                                 862,000
       Raw materials and supplies                      2,862,000                               3,184,000
                                            ------------------------------------------------------------
                                            $          6,282,000               $               6,777,000
                                            ============================================================
</TABLE>

                                    7 of 15
<PAGE>



                      TASTY BAKING COMPANY AND SUBSIDIARIES

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations
        ------------------------------------------------------------------------

Results of Operations
---------------------

Net income for the first quarter of 2003 was $482,000 or $.06 per diluted share.
Net income  for the first  quarter of 2002 was  $1,205,000  or $.15 per  diluted
share.  Net income  for 2003  included a  $220,000  pre-tax  restructure  charge
reversal  due  to  the  favorable  settlement  of  certain  thrift  store  lease
contracts.

Gross sales  increased by .5% in the first quarter of 2003 to  $64,372,000  from
$64,039,000  in the  comparable  quarter of 2002.  Gross sales in the core route
business  increased  3%  versus  the  same  period  last  year.  This  favorable
performance is primarily due to increased focus and investment in the core route
geography.  Non-route  sales  decreased 6% in the first quarter versus the first
quarter of 2002  primarily due to a decline  within the company's  vending sales
channel and the company's  decision to  discontinue  sales to certain west coast
accounts that were determined to be  unprofitable.  The decline in vending sales
resulted  primarily from reduced sales within the entire  category.  All pending
orders for the west coast  accounts will be completed  within the second quarter
of 2003.  The  company  is  examining  margins on all lines of  business  and is
focused on improving profitability.

In the first quarter of 2003,  net sales  increased by .8% to  $40,984,000  from
$40,659,000 in the first quarter of 2002. This increase resulted  primarily from
the increase in gross sales.  Discounts and allowances  increased by only $8,000
to $23,388,000 in the current  quarter  versus  $23,380,000  for the same period
last year due to the company's efforts to invest its promotion expenditures more
effectively.

Cost of sales  increased  8%  during  the first  quarter  of 2003 over the prior
year's quarter. As a percentage of gross sales, cost of sales increased to 43.5%
in the current  quarter from 40.6% in the same quarter last year.  This increase
is due to a 9%  increase  in case  volume  sold  that  did  not  correspondingly
increase gross sales due to wholesale  price  reductions in the current  quarter
relative to the prior year's quarter.

Selling,  general  and  administrative  expenses  for the first  quarter of 2003
decreased  by  $116,000  or 1.0%  compared  to the first  quarter  of 2002.  The
decrease  was  primarily  due to the savings  recognized  by the fourth  quarter
restructure   of  the  company  thrift  stores  and  the  departure  of  certain
executives.  The savings was partially  offset by  reinvestment  in personnel to
fill  key   positions  in  the  company  as  well  as  renewed   investment   in
infrastructure and sales incentives for the core route business.

Interest  expense  decreased 45% compared to the same quarter in 2002  primarily
due to a $4 million reduction in debt.

The  effective tax rate was 35.0% for the quarter ended March 29, 2003 and 36.5%
for the quarter ended March 30, 2002, which compares to a federal statutory rate
of 34%. The  difference  between the effective  rates and the statutory rate was
the effect of state income taxes.

                                    8 of 15
<PAGE>


Financial Condition
-------------------

The company has  consistently  demonstrated  the ability to generate  sufficient
cash flow from operations. Bank borrowings, under the company's credit facility,
are used to  supplement  cash flow from  operations  during  periods of cyclical
shortages.

For the thirteen weeks ended March 29, 2003, net cash from operating  activities
increased by $1,065,000 to $2,008,000 from $943,000 for the same period in 2002.
The decrease in net income for the current quarter  relative to the same quarter
last year was  positively  offset by a much  smaller net  decrease in assets and
liabilities.  This net  decrease  in assets  and  liabilities  was  driven by an
increase  in  accounts  payable  that was  partially  offset by an  increase  in
accounts  receivable,  and payments  made  against the reserve for  restructures
compared to the same quarter in 2002.

Net cash used for investing  activities  for the thirteen  weeks ended March 29,
2003 decreased by $884,000  relative to the same period in 2002  principally due
to lower  capital  expenditures.  In  addition,  the  excess  of  proceeds  from
owner/operator  loan payments over new loans granted in the current  quarter was
greater than the same quarter last year.

Net cash used for financing  activities  for the thirteen  weeks ended March 29,
2003 increased by $1,938,000 relative to the same thirteen weeks in 2002, due to
a decrease in  short-term  debt compared to an increase in the same quarter last
year,  partially  offset by a reduction of dividends paid in the current quarter
compared to last year. The company reduced its dividend to $.05 per share in the
first quarter of 2003. The dividend had been $.12 per share since 1997.

For the  remainder  of  2003,  the  company  anticipates  that  cash  flow  from
operations,  along with the  continued  availability  of credit under the credit
facility,   will  provide  sufficient  cash  to  meet  operating  and  financing
requirements.

Forward-Looking Statements
--------------------------

Certain  matters  discussed  in this Report,  including  those under the heading
"Management's Analysis," contain "forward-looking statements" within the meaning
of the Private Securities  Litigation Reform Act of 1995, and are subject to the
safe  harbor  created  by that Act.  These  forward-looking  statements  include
comments  about  legal  proceedings,  competition  within the  baking  industry,
availability  and  pricing  of  raw  materials  and  capital,   improvements  in
efficiency  expected  from  plant  modernization   programs,   sales  growth  by
distribution   through  existing  and  other  channels  of   distribution,   the
Registrant's  business strategies and other statements contained herein that are
not historical facts. Because such forward-looking  statements involve risks and
uncertainties,  there are important  factors that could cause actual  results to
differ  materially  from those  expressed  or  implied  by such  forward-looking
statements which include changes in general economic or business conditions, the
availability  of  capital  upon  terms   acceptable  to  the   Registrant,   the
availability  and  prices  of  raw  materials,  the  level  of  demand  for  the
Registrant's  products, the outcome of legal proceedings to which the Registrant
is or may become a party,  the actions of  competitors  within the packaged food
industry,  changes in  consumer  tastes or eating  habits,  the success of plant
modernization  and business  strategies  implemented  by the  Registrant to meet
future  challenges,  and the  ability  to  develop  and  market in a timely  and
efficient manner new products which are accepted by consumers. The reader should
review "Management's  Discussion and Analysis" in the company's annual report of
Form 10-K for the year ended December 28, 2002 for a more complete discussion of
other factors which may affect the company's financial position.


                                    9 of 15
<PAGE>


Item 3.  Quantitative and Qualitative Disclosure About Market Risk
         ---------------------------------------------------------

The  company  has  certain  floating  rate  debt  notes.  Under  current  market
conditions, the company believes that changes in interest rates would not have a
material impact on the financial statements of the company. The company also has
notes  receivable from owner operators with rates that adjust every three years,
and,  therefore,  would  partially  offset  the  fluctuations  in the  company's
interest  rates on its notes  payable.  The  company  also has the right to sell
these  notes   receivable,   and  could  use  these   proceeds  to  liquidate  a
corresponding amount of the notes payable.

Item 4.  Disclosure of Controls and Procedures
         -------------------------------------
The company maintains a system of disclosure controls and procedures designed to
provide reasonable assurance as to the reliability of its consolidated financial
statements  and  other  disclosures   included  in  this  report.   The  company
established a disclosure controls  committee,  which consists of certain members
of  management.  During the  quarter,  the company  hired a new Chief  Marketing
Officer,  a new  Chief  Financial  Officer  and a new  Vice  President  of Human
Resources, all of whom actively participated in the evaluation of the disclosure
controls  and  procedures.  Within  90 days  prior to the date of filing of this
report,  the company  carried out an evaluation,  under the supervision and with
the participation of management,  including the Chief Executive  Officer,  Chief
Financial Officer and Chief Accounting  Officer,  of the design and operation of
the company's disclosure controls and procedures.  Based on this evaluation, the
company's Chief Executive Officer,  Chief Financial Officer and Chief Accounting
Officer  concluded  that the company's  disclosure  controls and  procedures are
effective for gathering, analyzing and disclosing the information the company is
required  to disclose in the  reports it files  pursuant to the  Securities  and
Exchange Act of 1934,  within the time periods  specified in the SEC's rules and
forms. There have been no significant changes in the company's internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of this evaluation.


                                    10 of 15
<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

PART II.    OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K
            --------------------------------

     (a) Exhibits:

              Exhibit 10.1 - Amended and Restated Employment  Agreement dated as
              of December 28, 2002 between the company and John M. Pettine.
              (Management compensation agreement)

              Exhibit 99.1 - Certification  pursuant to 18 U.S.C.  Section 1350,
              as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
              2002

     (b) Reports on Form 8-K

              The company filed the following reports on Form 8-K during the
              thirteen weeks ended March 29, 2003:

              On December 30, 2002,  the company  furnished a report on Form 8-K
              under Item 5, Other Events and Required FD Disclosure, attaching a
              press  release  announcing  the  retirement of its Chairman of the
              Board, the departure of certain senior executives,  the closing of
              its remaining  thrift stores and anticipated  restructure  charges
              for the fourth quarter 2002.

              On February 12, 2003,  the company  furnished a report on Form 8-K
              under Item 5, Other Events and Required FD Disclosure, attaching a
              press release  announcing  its fourth quarter and fiscal year 2002
              financial results.

                                    11 of 15



                      TASTY BAKING COMPANY AND SUBSIDIARIES

                                    SIGNATURE
                                    ---------

Pursuant to the requirements of the Securities Exchange Act of 1934, the company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.





                                                 TASTY BAKING COMPANY
                                            ----------------------------------
                                                       (Company)




                                                /S/ David S. Marberger
          ------------------------          --------------------------------
                  (Date)                        DAVID S. MARBERGER
                                                SENIOR VICE PRESIDENT AND
                                                CHIEF FINANCIAL OFFICER
                                               (Principal Financial Officer)






                                               /S/ Eugene P. Malinowski
         ------------------------          --------------------------------
                  (Date)                        EUGENE P. MALINOWSKI
                                                DIRECTOR - FINANCE AND
                                               CHIEF ACCOUNTING OFFICER
                                            (Principal Accounting Officer)

                                    12 of 15

<PAGE>

                                CERTIFICATION 302

I, David S. Marberger,  Senior Vice President and Chief Financial Officer
(Principal  Financial Officer) of Tasty Baking Company, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Tasty Baking Company;


(2) Based on my  knowledge,  this  quarterly  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


(4)  The  registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;


b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and


c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;


(5) The registrant's  other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the  registrant's  board of directors (or persons  performing  the equivalent
functions):


a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and


b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and


(6) The  registrant's  other  certifying  officers and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: ______________
                                            /S/ David S. Marberger
                                            -------------------------
                                            David S. Marberger
                                            Senior Vice President and
                                            Chief Financial Officer

                                    13 of 15
<PAGE>


                                CERTIFICATION 302

I, Charles P. Pizzi, President and Chief Executive Officer of Tasty Baking
Company, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Tasty Baking Company;


(2) Based on my  knowledge,  this  quarterly  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


(4)  The  registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;


b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and


c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;


(5) The registrant's  other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the  registrant's  board of directors (or persons  performing  the equivalent
functions):


a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and


b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and


(6) The  registrant's  other  certifying  officers and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: ______________


                                           /S/ Charles P. Pizzi
                                           ----------------------------
                                           Charles P. Pizzi
                                           President and Chief Executive Officer



                                    14 of 15

<PAGE>


                                CERTIFICATION 302

I, Eugene P. Malinowski,  Director of Finance and Chief Accounting  Officer
(Principal  Accounting  Officer) of Tasty Baking Company, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Tasty Baking Company;


(2) Based on my  knowledge,  this  quarterly  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


(4)  The  registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;


b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and


c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;


(5) The registrant's  other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the  registrant's  board of directors (or persons  performing  the equivalent
functions):


a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and


b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and


(6) The  registrant's  other  certifying  officers and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: ______________


                                            /S/ Eugene P. Malinowski
                                            ---------------------------
                                            Eugene P. Malinowski
                                            Director of Finance and
                                            Chief Accounting Officer




                                    15 of 15